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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/14/21 StartEngine Loans Fund I LLC 1-A/A 7:1.1M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 1-A/A Pre-Qualification Amendment to Offering Statement HTML 4K -- primary_doc.xml 2: PART II AND III Offering Statement - Parts II and III HTML 315K 3: EX1A-2B BYLAWS Exhibit 2.2 HTML 217K 4: EX1A-4 SUBS AGMT Exhibit 4.1 HTML 51K 5: EX1A-8 ESCW AGMT Exhibit 8.1 HTML 50K 6: EX1A-11 CONSENT Exhibit 11.1 HTML 5K 7: EX1A-12 OPN CNSL Exhibit 12.1 HTML 9K
Exhibit 12.1
700 12th Street NW, Suite 700
Managing Member
StartEngine Loans Fund I LLC
3900 W Alameda Ave., Suite 1200
Burbank, CA 91505
To the Managing Member:
We are acting as counsel to StartEngine Loans Fund I LLC (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of membership interests (the “Shares”) in each of the applicable series of the Company (each, a “Series”) as set forth on Schedule 1 hereto (each, an “Offering”).
In connection with the opinion contained herein, we have examined the offering statement, the certificate of formation of the Company, its Limited Liability Company Agreement, and the Series Designation of each Series undertaking an Offering, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
We are opining herein as to the effect on the subject transactions only of the laws of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, including federal law.
Based upon the foregoing, we are of the opinion that the Shares being sold pursuant to the offering statement have been authorized by all necessary series limited liability company actions of the Company and, when issued in the manner described in the offering statement, validly issued, fully paid and non-assessable.
No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.
We further consent to the use of this opinion as an exhibit to the offering statement.
Yours truly,
JO/GHA
C:
SCHEDULE 1
Series Name | Offering Price per Interest | Maximum Offering Size | Maximum Membership Interests | |||||||||
Series Farm | $ | 10.00 | $ | 5,000,000 | 500,000 |
C:
This ‘1-A/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 5/14/21 | None on these Dates | ||
Filed on: | 5/13/21 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/22/21 StartEngine Loans Fund I LLC 1-A 7:911K Toppan Merrill/FA |